Steely Dan Sunday, “Upside Looking Down” (2008)

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There is a certain elegance in Steely Dan and Donald Fagen albums that was missing in Walter Becker’s first solo release, 11 Tracks of Whack. Granted, this omission was by design as Becker wanted to produce an almost demo quality album with a jarring and raw sound. He even decided to abandon most of his live drum tracks for the original drum machine demos he created as the foundation of the album. By contrast, Circus Money is an elegant, and expertly recorded gem yet does not come across and calculated as Fagen’s Kamakiriad, or dry as Fagen’s Morph the Cat.

Part of the audio charm of Circus Money is owed to chief engineer Elliot Scheiner who expertly recorded Circus Money on analog tape, tracking part of it in New York’s Avatar Studios and a portion in Market Street studios. Scheiner, a multi-Grammy winner has worked with both Becker and producer Larry Klein for decades and was an worthy successor to the late Roger Nichols, who was not involved in this project. Producer Klein’s work with his ex-wife, Joni Mitchell on her post-Wild Things Run Fast catalog has also proven his skill at making great projects sound even better by enhancing the core of a song as opposed to hiding it with tricks and overdubs.

The song “Upside Looking Down” is a perfect example of all the bits and pieces being forced together to make a gem. Becker and drummer Keith Carlock again forge an interesting rhythmic link, while Henry Hey’s Fender Rhodes piano provides the perfect counterpoint and accents to Jon Herington’s guitar. Sometime Becker collaborator Dean Parks delivers a sublime guitar solo recalling his work on the Steely Dan song “Rose Darling.” Becker strains to hit his falsetto on the chorus, but the lovingly supported by the background vocalist.

With the fantastic music and playing, one almost forgets the sad tale of woe. Listen closely to the players and singers then relisten again and again for the story Becker conveys, you won’t be disappointed.

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Preston Frazier

Preston Frazier

Preston Frazier is a bass-playing lawyer living in Atlanta. His first Steely Dan exposure was with an eight-track cassette of 'Pretzel Logic.' He can be reached at; follow him on Twitter: @slangofages. Contact Something Else! at
Preston Frazier